AGREEMENT
Exhibit 10.32
This Agreement (the "Agreement" is entered into by and between Xxxxxxx Lifesciences Corporation (together with its subsidiaries and affiliates, "Xxxxxxx") and Xxxxxxx X. Xxxxxx, Corporate Vice President, North America, of Xxxxxxx.
WHEREAS, Xx. Xxxxxx has acquired extensive knowledge of, and experience in, Xxxxxxx' businesses during his employment at Xxxxxxx; and
WHEREAS, Xx. Xxxxxx and Xxxxxxx desire to continue their employment relationship until December 31, 2001, when Xx. Xxxxxx desires to retire from Xxxxxxx;
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and for other good and valuable consideration, the adequacy and receipt of which the parties expressly acknowledge, Xx. Xxxxxx and Xxxxxxx agree as follows:
1. Employment Period. Xx. Xxxxxx'x status as an officer of Xxxxxxx and his current duties with Xxxxxxx will terminate on July 27, 2001. Xxxxxxx will continue to employ Xx. Xxxxxx at his current annual salary until December 31, 2001, on which date Xx. Xxxxxx will retire from employment with Xxxxxxx. Until December 31, 2001, Xx. Xxxxxx will make himself available to Xxxxxxx as a consultant at reasonable times and as reasonably requested.
2. Employee Benefits. Xxxxxxx will maintain all of Xx. Xxxxxx'x current Xxxxxxx employee benefits (other than those benefits available exclusively to officers, but including a car allowance) until December 31, 2001, when such benefits will cease in accordance with the terms of the respective Xxxxxxx benefit plans. Thereafter, Xx. Xxxxxx may continue his medical coverage on the same terms and conditions as any other retired employee entitled to elect COBRA continuation coverage under the Xxxxxxx Medical Plan, and may continue any other insurance coverage under an individual conversion option available under the applicable Xxxxxxx plan.
3. Bonus. Xx. Xxxxxx'x bonus for 2001 will be paid at the time designated in the Xxxxxxx 2001 Incentive Compensation Plan on the following terms: if North America achieves its Standard Gross Profit target as defined in the 0000 Xxxxx Xxxxxxx Operating Plan, he will receive 100% of his target bonus, or $121,000; if North America does not achieve the Standard Gross Profit target, he will receive 7/12 of 100% of his target bonus, or $70,585.
4. Founders and Transition Options. It is agreed that, by their terms, 1) the Founders Options granted to Xx. Xxxxxx on April 3, 2000, and 2) the Transition Options granted to Xx. Xxxxxx on April 3, 2001, both under the Xxxxxxx Long-Term Stock Incentive Compensation Program, will expire on December 31, 2001.
5. Change in Control Severance Agreement. It is agreed that Xx. Xxxxxx'x retirement is voluntary and that no payments will be triggered under Xx. Xxxxxx'x Change of Control Severance Agreement.
6. Vacation. Xx. Xxxxxx will continue to accrue vacation, uncapped, throughout 2001. During the first pay period of 2002, Xxxxxxx will pay Xx. Xxxxxx a lump sum amount for all unused and accrued vacation.
7. Stock Trading Blackouts. Xx. Xxxxxx will be subject to Xxxxxxx' regularly scheduled stock trading blackouts until January 31, 2002.
8. Notices. All notices and other communications required or permitted under this Agreement shall be deemed to have been duly given and made if in writing and if served personally on the party for whom intended or by being deposited, postage prepaid, certified or registered mail, return receipt requested, in the United States mail.
9. Waiver. Any future waiver by either party of a breach by the other of any provision of this Agreement, or any failure by either party to enforce any such provision, shall not operate or be construed as a waiver of any subsequent breach of any such provision or of the right to enforce any such provision with respect to the other party. No act or omission by either party shall constitute a waiver of any of its rights hereunder except for a written waiver signed by Xx. Xxxxxx or, in the case of Xxxxxxx, by an officer of Xxxxxxx.
10. Governing Law. This Agreement shall be governed by the laws of the State of California without regard to its conflicts of laws rules.
11. Approval. This Agreement is subject to the approval of the Compensation and Planning Committee of the Xxxxxxx Board of Directors.
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XXXXXXX LIFESCIENCES CORPORATION | XXXXXXX X. XXXXXX | |
/s/Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Corporate Vice President Human Resources |
/s/ Xxxxxxx X. Xxxxxx |
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Dated: May 3, 2001 |
Dated: May 3, 2001 |